NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING
UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION
TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH
ANY SUCH OFFER WOULD BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
Gusbourne
PLC
("Gusbourne" or the
"Company")
Notification from Majority Shareholder of Intention
to Explore Strategic Options
Commencement of Offer Period
Gusbourne Plc (AIM: GUS), the
premium English sparkling wine producer, announces that its
majority shareholder, Lord Ashcroft, has notified the Company that
he would like to open discussions with the Board to explore various
strategic options for his shareholding, including a possible sale
of his 66.76 per cent. shareholding, a strategic merger with a
similar company, and a possible capitalisation of all or part of
his debt.
Following consultation with the
Panel on Takeovers and Mergers (the "Takeover Panel"), upon
publication of this announcement the Company has entered an "offer
period" as defined in the Code and, amongst other provisions, the
dealing disclosure requirements in Rule 8 of the Code (summarised
below) now apply in relation to the Company's relevant
securities.
The Company will seek to work
constructively with Lord Ashcroft to ensure this process maximises
the value for all shareholders.
Neither the Company nor Lord
Ashcroft are currently in discussions with any potential offeror
for the Company or Lord Ashcroft's shares in the Company or in
receipt of an approach for the Company or for Lord Ashcroft's
shares in the Company.
The sale of Lord Ashcroft's shares
to a single acquirer, or multiple parties acting in concert, would
trigger the requirement for a mandatory offer under Rule 9 of the
Code for the remaining issued and to be issued ordinary shares in
Gusbourne, except with the consent of the Takeover
Panel.
Jonathan White, Gusbourne's CEO said:
"Gusbourne has
established itself as one of the UK's most significant fine wine
producers and has an exciting strategy for future global growth.
Over the last 20 years, we have meticulously planted our now mature
vineyards from which we are producing premium quality vintage
wines; carefully curated our brand and established excellent
distribution channels across UK trade, Direct to Consumer and over
35 international markets, that give the business multiple revenue
drivers.
"Our strategic vision remains unchanged and we
have been pleased with the recent momentum across our three
strategic pillars. We look forward to entering into constructive
discussions which may arise from this process, at what is an
exciting phase for the fast growing English fine market. We would
like to thank Lord Ashcroft for his support in helping establish
Gusbourne into the business it is today."
Lord Ashcroft notified
(extract) : "You will have seen that as the majority
shareholder of Impellam Plc I announced that I wanted to review
strategic options with regard to my shareholding. That objective
has now been achieved and is of public record. Now at the tender
age of 78 I am reviewing my future options and would now like to
conduct a similar exercise with regard to
Gusbourne.
At this time I have an interest in
40,628,009 shares representing 66.76 per cent. of the issued share
capital of Gusbourne. In addition a company 100 per cent. owned by
me holds a £20m long term secured deep discount bond.
I am flexible as to the outcome. It
may be a sale. It may be a strategic merger with a similar company.
It may be a capitalisation or restructuring of all or part of my
debt."
At this early stage, there can be no
certainty that a sale of all or any of Lord Ashcroft's shareholding
in Gusbourne will take place, nor as to the terms on which any such
transaction may take place. Nor can there be any certainty that an
offer will be made for the Company, or as to the terms on which any
such offer may be made.
Further announcements will be made
as appropriate.
The individual responsible for
arranging for the release of this announcement on behalf of the
Company is Jim Ormonde, Non-Executive Chairman.
Change of Name of Nominated
Adviser
The Company announces that its
Nominated Adviser and Broker has changed its name to Panmure
Liberum Limited following completion of its corporate
merger.
Enquiries:
Gusbourne Plc
|
|
Jonathan White
|
+44
(0)12 3375 8666
|
Phil Clark, Investor
Relations
|
|
Panmure Liberum Limited (Financial Adviser, Nomad and Sole
Broker)
|
James Sinclair-Ford / Ailsa
Macmaster / Nicholas Wells
|
+44 (0)20 7886 2500
|
Tim Medak, Mark Harrison
(M&A)
|
|
Tom Scrivens / Sam Elder
|
|
Media:
|
|
Kate Hoare / Ben Robinson / India
Spencer (Houston)
gusbourne@houston.co.uk
|
+44
(0)20 4529 0549
|
Note: This and other press releases
are available at the Company's
website: www.gusbourne.com/investors
Important Information
Rule 2.9
In accordance with Rule 2.9 of the
Code, Gusbourne confirms that it has in
issue 60,859,341 ordinary shares of 1 pence each in
the capital of the Company ("Ordinary Shares") and admitted to
trading on the AIM Market of the London Stock Exchange. The
Company has no Ordinary Shares held in Treasury. The
International Securities Identification Number
for Gusbourne Ordinary Shares is GB00B8TS4M09.
Disclosure requirements of the
Code
Under Rule 8.3(a) of the Code, any
person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the
10th business day following the commencement of the offer period
and, if appropriate, by no later than 3.30
pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any
person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together
pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Takeover Panel's website
at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first
identified.
You should contact the Panel's
Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
Website
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be available on the investor
section of the Company's website at https://www.gusbourne.com/investors by
no later than 12 noon (London time) on the business day
immediately following the date of this announcement. The content of
the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
Miscellaneous
Panmure Liberum Limited which
is authorised and regulated in the United Kingdom by the
Financial Conduct Authority is acting for the Company in relation
to the matters described in this announcement and is not advising
any other person, and accordingly will not be responsible to anyone
other than the Company for providing the protections afforded to
customers of Panmure Liberum Limited or for providing advice
in relation to the matters described in this
announcement.
This announcement is not intended
to, and does not, constitute or form part of any offer, invitation
or solicitation of any offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities or the
solicitation of any vote or approval in any jurisdiction. This
announcement has been prepared in accordance with English law and
the Code, and information disclosed may not be the same as that
which would have been prepared in accordance with laws outside of
the United Kingdom. The release, distribution or publication
of this announcement in jurisdictions outside of the United
Kingdom may be restricted by laws of the relevant
jurisdictions, and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.